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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No.1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ANGELES PARTNERS XII
(Name of Subject Company)
ANGELES PARTNERS XII
(Name of Persons Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of Angeles Partners XII, a California limited partnership
(the "Partnership"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by AIMCO Properties, L.P., a Delaware limited partnership
with its business addresses located at 1873 South Bellaire Street,
17th Floor, Denver, Colorado
80222.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is
the person filing this Statement, are set forth in Item 1
above.
(b) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information in the Supplement to the Offer to Purchase
(the "Supplement"), dated July 1, 1999, under "The Offer -- Section
10. Position of the General Partner of Your Partnership With Respect
to the Offer" is incorporated herein by reference. The Supplement is
included as Exhibit (a)(4) hereto.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 13. Certain Information Concerning Your
Partnership-- Beneficial Ownership of Interests in Your
Partnership" is incorporated herein by reference.
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(b) Units held by AIMCO Properties, L.P. or its affiliates will
not be tendered.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a) - (b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase and the Supplement are incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated May 13, 1999 (previously
filed).
(a)(2) Offer to Purchase, dated May 13, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated May 13, 1999,
is incorporated herein by reference).
(a)(3) Letter of Transmittal, dated May 13, 1999 (Exhibit (a)(2) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated May 13,
1999 is incorporated herein by reference).
(a)(4) Supplement to Offer to Purchase, dated July 1, 1999 (Exhibit
(a)(4) to Amendment No. 1 to the Schedule 14D-1 of AIMCO
Properties, L.P., dated July 1, 1999 is incorporated herein
by reference).
(b) Not Applicable.
(c) Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 16, 1999
ANGELES PARTNERS XII
a California limited partnership
By: ANGELES REALTY CORPORATION II
its General Partner
By: /s/ Patrick J. Foye
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Executive Vice President
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